They are the shocking and provocative pictures that have everybody talking: Scarlett Johansson, Keira Knightley and Angelina Jolie completely naked and baring all for Vanity Fair Artistic Director Tom Ford.

The leading ladies joined a slew of other celebs who posed for the annual Vanity Fair Hollywood Edition, and only "Extra" has all the candid moments from the steamy shoot!

Sexy young stars Knightley and Johansson were a little embarrassed about posing in the buff. "It's scandalous," Johansson said.

"I'm so embarrassed about anyone going in that room," Keira added.

Ford, who is photographed with the ladies, did not initially plan on being in the photo. But when Canadian cutie Rachel McAdams backed out at the very last minute, he stepped in. "She felt like she'd be fine with it," Ford said of McAdams. "Then she got there and she realized she wasn't... and that's fine."

Tom revealed that Keira and Scarlett were a little nervous too. But some quick talking made them change their minds. "I said to both these girls, ‘When you are 70, you're going to look back and say thank God for this picture. Look how amazing I was,'" he convinced them.

Ford, the former Gucci and Yves St. Laurent designer who has now started his own fashion line, teamed with famed photographer Annie Leibovitz for the shoot.

The dynamic duo also snapped shots of George Clooney and his fellow Oscar nominees in classic poses. But a few of the one-on-one photo shoots weren't so traditional. Tom disclosed, "Well, Peter Sarsgaard, we spent an hour, we hired a bondage expert to come in and tie him up."

And Tom revealed a secret about Angelina as a bathing beauty. "She's so beautiful," he said. "The picture kept getting cropped. I finally just had to stick a post-it, ‘Do not touch, leave Angelina's butt-crack.'"

See all the skin-sational photos in Vanity Fair when it hits newsstands on Valentine's Day.